Actual Working Capital Adjustment definition

Actual Working Capital Adjustment means the difference (which may be positive or negative) between the calculation set forth in Section 2.4(b) and the amount of the Working Capital Adjustment estimated and used at the Closing pursuant to Section 2.4(a).
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Actual Working Capital Adjustment means Actual Working Capital, minus Target Working Capital.
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Actual Working Capital Adjustment means the amount, if any, which may be positive or negative, by which the Actual Working Capital is greater than the Working Capital Target.
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Examples of Actual Working Capital Adjustment in a sentence

  • If the Actual Working Capital Adjustment is a negative amount, Seller shall promptly pay to the Buyer, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such negative amount.

  • If the Actual Working Capital Adjustment is a positive amount, the Buyer shall pay to the Seller, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such positive amount.

  • If the Seller or Members disagrees with the Actual Working Capital Adjustment proposed by Buyer, Seller and Buyer will have 45 days to resolve the dispute between themselves.

  • The Statement shall contain a supporting schedule detailing the proposed Actual Working Capital Adjustment, and be accompanied with copies of the work papers and back up materials used by Buyer in preparing the Statement.

  • If Seller and Buyer have not resolved any dispute within such 45-day period, they shall submit the dispute to a mutually agreed upon independent accounting firm of nationally recognized standing to make each disputed calculation in the Actual Working Capital Adjustment within 20 days after the dispute is submitted to such firm.

  • To the extent that the actual receivables collected by Buyer during the ninety (90) days following Closing is less than the amount given to Seller from Buyer as a credit on the Estimated Working Capital Adjustment, the Actual Working Capital Adjustment shall reflect the receivables amount used in the Estimated Working Capital Adjustment and there shall be no reduction for the same.

  • In connection therewith, the Seller shall develop a worksheet and the basis for making the computations of Current Assets and Current Liabilities (the "Worksheet") that will also be used to determine the Actual Working Capital Adjustment pursuant to Section 2.4(b).

  • Following the Seller Review Period the Parties agree to meet within ten (10) business days thereafter for the purpose of resolving in good faith any dispute regarding any proposed Actual Working Capital Adjustment contained on the Closing Statement.

  • In connection therewith, Seller shall develop a worksheet and the basis for making the computations of Current Assets and Current Liabilities (the "Worksheet") that will also be used to determine the Actual Working Capital Adjustment.

  • If the Reconciliation is accepted, then either (1) Purchaser shall promptly pay to Seller the positive difference, if any, of the Actual Working Capital Adjustment Amount less the Estimated Working Capital Adjustment Amount, or (2) Seller shall promptly pay to Purchaser the positive difference, if any, of Estimated Working Capital Adjustment Amount less the Actual Working Capital Adjustment Amount.


More Definitions of Actual Working Capital Adjustment

Actual Working Capital Adjustment means the amount equal to the Actual Net Working Capital minus the Target Working Capital Amount. “Adjusted Purchase Price” means (a) the Purchase Price minus (b) the absolute value of the Actual Working Capital Adjustment, if the Actual Working Capital Adjustment is negative, plus (c) the Actual Working Capital Adjustment, if the Actual Working Capital Adjustment is positive, minus (d) fifty percent (50%) of the cost of the owner policies of title insurance described in Section 5.1(j), minus (e) the lesser of (1) $350,000 and (2) the amount of the 63
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Actual Working Capital Adjustment shall have the meaning ascribed to such term in Section 2.10(a).
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Actual Working Capital Adjustment shall have the meaning ascribed to such term in Section 2.05(f).
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Actual Working Capital Adjustment means the Working Capital Adjustment based upon the actual amount of Working Capital as of the day prior to the Closing Date as indicated in the Closing Statements delivered pursuant to Section 13.2.
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Related to Actual Working Capital Adjustment

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Target Working Capital Amount means $75,000,000.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Target Net Working Capital Amount means $5,000,000.

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Working Capital Advance has the meaning specified in Section 2.01(a).

  • Net Working Capital Target means $0.00.

  • Base Working Capital means $25,000,000.

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Final Working Capital Statement has the meaning set forth in Section 2.04.